A scheme of arrangement involving reduction of share capital must be carried out strictly in accordance with the statutory provisions, but in the present case, all the requirements of the Companies Act were duly complied with, and there was no evidence of mala fide intention.

( 1 ) THIS Letters Patent appeal is directed against the order dated 23rd February, 2004 passed by a learned Single judge of this Court by which His Lordship rejected an application filed by the appellant for setting aside the order dated May 10, 2000 passed by His lordship in C. P. No. 178 of 2000 in connection with C. A. No. 122 of 2000.

( 2 ) THE facts giving rise to filing of the present appeal may be summed up thus:

(a) The appellant before us is a shareholder of two companies being AHIL and AHL. On January 31, 2000, the Board of Directors of AHIL and ahl duly approved the scheme of arrangement, reconstruction, and consequent reduction of capital and necessary Board-resolution was passed.

(b) On February 1, 2000, AHIL intimated the Bombay Stock Exchange and the Calcutta Stock Exchange about the said scheme of arrangement and the report was prepared by SBI Capital Markets limited to determine sustainable capital and financial structure of ahil.

(c) On February 28, 2000, Company Application No. 122 of 2000 was filed before a learned Single Judge of this Court on behalf of AHIL and ahl seeking directions for convening meetings of the shareholders of the said two companies whereupon on March 1, 2000, an order was passed directing holding of the meetings of the shareholders of AHIL and AHL.

(d) On March 10, 2000, pursuant to the said order dated March 1, 2000. the notices were issued by the Chairman of the respective meeting for convening of the meeting of the shareholders and advertisements were duly published for the said meeting in the daily issue of 'business standard' and 'pratidin' as per the order of the learned Single Judge. Such notice was published on March 11, 2000.

(e) There is no dispute that the notice convening the said meeting also received by the son of the appellant on March 18, 2000.

(f) Meeting of the shareholders of AHIL and AHL was duly held 011 April 5, 2000 but in spite of service of notice, neither the appellant nor his son attended the said meeting.

(g) On April 12, 2000, a proceeding being C. P. No. 178 of 2000 was filed before this Court for confirmation of the scheme of arrangement and by order dated April 17, 2000, the learned Single Judge admitted the company Petition No. 178 of 2000 and necessary advertisements were published for the second time in the daily issue of 'business Standard' and 'pratidin' on April 20, 2000.

(h) Ultimately, on May 10, 2000, the learned Single Judge passed an order sanctioning the said scheme of arrangement after the Central government gave its "no-objection" for sanctioning of the said scheme.

(i) On May 19, 2000, the certified copy of the said order dated May 10, 2000 was made available to AHIL and AHL and the certified copy of the said order was filed by AHIL and AHL with ROC, Kolkata.

(j) On June 14, 2000, the Bombay Stock Exchange and the Calcutta Stock exchange were informed about the coming into effect of the scheme of arrangement. It further appears from the record that the appellant was aware of the fact that the meeting would be held as the notice of the meeting was received through his son in the month of June, 2000 and on July 27, 2000, the annual account of AHIL including balance- sheet for the financial year 1999-2000 giving due effect to the scheme of arrangement was drawn up which was received by the appellant and other members of his family in the month of August, 2000 but they did not raise any objection.

(k) On September 5, 2000, the Annual General Meeting was held and the annual accounts for the financial year 1999-2000 giving due effect to the scheme as above were adopted by the shareholders and in spite of such receipt of annual accounts, neither the appellant nor any of his other family members raised any objection to the same nor did they attend the Annual General Meeting. It further appears that on October 25, 2000, the appellant and his son duly encashed the dividend warrants dated October 10, 2000 issued on the red